Michael Byrnes
About Michael Byrnes
Michael Byrnes, 48, has served as an independent director of CERo Therapeutics Holdings, Inc. since February 2024 and currently chairs the Audit Committee; the board has designated him an “audit committee financial expert.” He is Chief Financial Officer of Fore Biotherapeutics (since August 2024), and previously served as CFO of eFFECTOR Therapeutics (December 2020–June 2024), with prior finance leadership roles at Principia Biopharma (SVP Finance), Alkahest (CFO), Ocera Therapeutics (CFO), and Maxygen (Corporate Controller); he holds a B.S.C. in Finance (Santa Clara University) and an M.B.A. (California State University, Hayward) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eFFECTOR Therapeutics | Chief Financial Officer | Dec 2020 – Jun 2024 | Finance leadership through public-company environment |
| Principia Biopharma, Inc. | SVP, Finance | Jan 2020 – Sep 2020 | Transitioned during acquisition by Sanofi |
| Alkahest, Inc. | Chief Financial Officer | May 2018 – Jan 2020 | Finance leadership in private biotech |
| Ocera Therapeutics, Inc. | Chief Financial Officer | Dec 2014 – Dec 2017 | Tenure concluded with acquisition by Mallinckrodt |
| Maxygen, Inc. | Corporate Controller | Mar 2010 – Dec 2014 | Public-company reporting and controls |
| NeurogesX, Lipid Sciences, ADAC Labs (Philips) | Finance roles | 2000 – 2010 | Progressive finance responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fore Biotherapeutics | Chief Financial Officer | Aug 2024 – present | Current operating role alongside CERO directorship |
Board Governance
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Committee assignments and chair roles
- Audit Committee: Chair (members: Byrnes, Rolfe, Patel). Board has determined Byrnes is an “audit committee financial expert” and all members meet SEC/Nasdaq independence and financial literacy standards .
- Nominating & Corporate Governance Committee: Member (chair: Rolfe; members: Rolfe, LaPorte, Byrnes) .
- Compensation Committee: Not a member (members: LaPorte [chair], Rolfe, Patel) .
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Independence status and board structure
- The board determined Mr. Byrnes is independent under Nasdaq rules and Rule 10A‑3 .
- CERO has a classified (staggered) board; Byrnes is a Class I director. Class I terms (including Byrnes) expired at the 2025 Annual Meeting and nominees sought reelection to 2028 .
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Attendance and engagement
- In 2024, the board met 16 times; Audit Committee 4 times; Compensation Committee 6 times; Nominating & Corporate Governance Committee held no meetings. Each director attended ≥75% of the meetings of the board and committees on which they served .
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Leadership and oversight
- CEO also serves as Chair; an independent vice chair presides over executive sessions of independent directors. Committees can retain independent advisors and have open access to management .
Fixed Compensation
| Year (Service) | Cash Retainer ($) | Equity Granted (Count) | Notes |
|---|---|---|---|
| 2024 | 26,250 | 3,675 options | Includes 1,125 options granted Mar 25, 2024 at $177.00 exercise price, reduced to $10.00 effective Oct 1, 2024 (repricing) |
On March 4, 2025, each non-executive director was granted options to purchase up to 35,845 shares; 50% vest after 12 months and 50% are performance-based .
Performance Compensation
| Grant/Action Date | Award Type | Shares/Units | Exercise/Strike | Vesting / Performance Metrics |
|---|---|---|---|---|
| Mar 25, 2024 | Stock options | 1,125 | $177.00 → repriced to $10.00 effective Oct 1, 2024 | Standard director grant (time-based) |
| 2024 (date not specified) | Performance-based options | 2,550 | Not disclosed | Vests in two equal installments subject to performance; 1,275 vested Dec 2, 2024; 1,275 vested Feb 24, 2025 upon committee confirmation of criteria |
| Mar 4, 2025 | Stock options | 35,845 (to each non-exec director) | Not disclosed | 50% time-based (12 months); 50% performance-based (conditions not specified) |
- Performance metrics and clawbacks: The proxy confirms performance-based vesting on director options but does not disclose specific quantitative metrics; clawback terms for directors are not specified in the cited sections .
Other Directorships & Interlocks
- The proxy biography for Mr. Byrnes lists operating finance roles but does not identify any other current public-company directorships; no interlocks with competitors/suppliers/customers are disclosed for him in the cited sections .
Expertise & Qualifications
- Audit committee financial expert with requisite financial sophistication under SEC/Nasdaq standards; extensive CFO and public-company reporting background .
- Education: B.S.C. in Finance (Santa Clara University); M.B.A. (California State University, Hayward) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % | Company Shares Outstanding |
|---|---|---|---|
| May 1, 2025 | 7,498 | <1% (as denoted by asterisk) | 6,162,072 |
| Nov 12, 2025 | 2,388 | <1% (as denoted by asterisk) | 20,802,671 |
Notes: Proxy tables include options/RSUs exercisable/vesting within 60 days in beneficial ownership, per SEC rules; the asterisk denotes less than 1% ownership .
Governance Assessment
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Positives
- Independence and expertise: Board-designated audit committee financial expert; independent under Nasdaq/Rule 10A‑3; chairs Audit, which oversees risk, auditor independence, and related‑party reviews .
- Engagement: Met ≥75% attendance threshold amid a high meeting cadence (16 board meetings in 2024) .
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Watch items / RED FLAGS
- Option repricing: Director options granted at $177.00 were reduced to $10.00 effective Oct 1, 2024, a shareholder‑unfriendly practice that can weaken pay‑for‑performance alignment (RED FLAG) .
- Director consulting fees: Company incurred $190,000 in consulting fees to “members of the board of directors” in the nine months ended Sep 30, 2025; recipients are not named (potential conflict/appearance of independence impairment; requires Audit Committee scrutiny) (RED FLAG) .
- Classified board and removal restrictions: Staggered board with removal only for cause by two‑thirds vote can entrench the board and reduce accountability .
- Committee activity: Nominating & Corporate Governance Committee held no meetings in 2024 despite board changes—could signal limited refreshment/governance process (RED FLAG) .
- Ownership alignment: Very limited personal holdings (<1%) which may dampen “skin‑in‑the‑game” alignment relative to investors .
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Contextual considerations
- Board leadership: CEO also serves as Chair; while an independent vice chair presides over executive sessions, combined roles may reduce perceived independence of board oversight .
- Related‑party transactions in broader board: The company disclosed insider‑involved financings (e.g., Atwood, Phoenix Biotech Sponsor) emphasizing the importance of strong Audit Committee oversight; no specific related‑party transactions are attributed to Mr. Byrnes in the cited sections .